Common use of Licensor Representations Clause in Contracts

Licensor Representations. Licensor represents, warrants and covenants to Aurion that: (a) The Licensed Patent Rights are all the Patent Rights that are necessary or useful for Aurion to make, have made, use, offer to sell, sell and import the Licensed Products and Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights; (b) Licensor and Senju are the sole and exclusive legal and beneficial owners of the entire right, title and interest in and to the Patent Rights listed on Exhibit A, and are the record owners of all Patent Rights listed on Exhibit A; Licensor has the exclusive (including as to Senju and ▇▇. ▇▇▇▇) right to exploit and grant licenses under the Licensed Patent Rights for the development and commercialization of Licensed Products and ▇▇. ▇▇▇▇ does not retain any right, title or interest in or to the Licensed Patent Rights; (c) except as expressly set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require the consent, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default under or result in the acceleration of any agreement to which Licensor is a party; (iv) result in the creation or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or (v) require the provision of any payment or other consideration to any third party; (f) Licensor has not granted and will not grant any license or other contingent or non contingent right, title or interest under or relating to Licensed Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder; (g) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights: (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including in the form of any offer to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of, or right to practice or license, any Licensed Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iii) alleging that the practice of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) Each of the Patent Rights Agreements is and will remain in full force and effect and does and will constitute the legal, valid and binding obligation of each of the parties thereto, enforceable against each of them in accordance with its terms. None of the Patent Rights Agreements will be revoked, modified or waived in any way without the express prior written consent of Aurion in each instance. Licensor has provided true and complete copies of the Patent Rights Agreements; (m) The recitals to this Agreement are accurate; (n) Licensor irrevocably consents to the license of the Licensed Patent Rights to Aurion pursuant to this Agreement and to the other terms and conditions of this Agreement and the agreements referenced herein; and (o) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action ofay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of, a remedial action any nature.

Licensor Representations. Except for the rights, if any, of the Government as set forth in Section 11.2, Licensor represents, represents and warrants and covenants to Aurion that: Licensee that to the knowledge of Licensor’s designated office for technology commercialization (a) The Licensed Patent Rights are all the Patent Rights that are necessary or useful for Aurion to make, have made, use, offer to sell, sell and import the Licensed Products and Licensor has provided Aurion with copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Licensed Patent Rights; (bi) Licensor and Senju are is the sole and exclusive legal and beneficial owners owner of the entire right, title title, and interest in and to the Patent Rights listed on patent applications described in Exhibit A, and are the record owners of all Patent Rights listed on Exhibit A; (ii) Licensor has the exclusive (including as to Senju and ▇▇. ▇▇▇▇) right to exploit and grant licenses under the Licensed Patent Rights for the development and commercialization of Licensed Products and ▇▇. ▇▇▇▇ does not retain any right, title or interest in or to the Licensed Patent Rights; (c) except as expressly set forth in this Agreement, neither Licensor nor the Licensed Patent Rights is subject to or bound by any agreements, arrangement or obligations that are inconsistent with the rights and licenses granted to Aurion hereunder, and no royalties, honoraria or other fees are payable by Licensor to any Person for use or the right to use or license the Licensed Patent Rights; (d) Licensor has, and throughout the Term, will retain the unconditional and irrevocable right, power and authority to grant to Aurion the right and license hereunder; (e) neither the grant of the license, nor Licensor’s performance of any of its obligations, under this Agreement does or will at any time (i) conflict with or violate any Applicable Law; (ii) require the consent, notice, action, approval or authorization of any governmental or regulatory authority or other Third Party; (iii) constitute a default Licensor has not knowingly granted and will not knowingly grant licenses or other rights under or result the Patent Rights that are in conflict with the terms and conditions in the acceleration of any agreement to which Licensor is a party; Agreement, (iv) result all fees and other sums payable in respect of the creation prosecution and maintenance of the Patent Rights have been paid on or imposition of any encumbrance on the rights granted to Aurion or result in the loss or impairment of Aurion’s rights under this Agreement; or before their due date, (v) require the provision Licensor is not aware of any payment reason as to why any Patent Right is invalid or other consideration otherwise unenforceable or why any application forming part of the Patent Rights will not proceed to grant, (vi) the Licensor has not and will not during the term of this Agreement assign the Patent Rights to any third party; (f) Licensor other party and has not granted and will not in the future grant any license lien or other contingent or non contingent right, title or interest under or relating to Licensed encumbrance over the Patent Rights, or is or will be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of Licensor’s representations, warranties or obligations or Aurion’s rights or licenses hereunder; (gvii) There neither are nor at any time during the Term will be any encumbrances, liens or security interests involving any Licensed Patent Rights: (h) No prior art or (to Licensor’s knowledge) other information exists that would adversely affect the validity, enforceability, term or scope of any Licensed Patent Rights; (i) There is no settled, pending or (to Licensor’s knowledge) threatened litigation or reissue application, re-examination, post-grant, inter partes or covered business method patent review, interference, derivation, opposition, claim of invalidity or other claim or proceeding (including inventors named in the form Patent Rights are the only inventors in respect of any offer the subject matter claimed in the Patent Rights and such inventors have assigned their rights to obtain a license) (i) alleging the unpatentability, invalidity, misuse, unregistrability, unenforceability or noninfringement of, or error Licensor in any Licensed Patent Rights; (ii) challenging Licensor’s ownership of, or right to practice or license, any Licensed respect of the Patent Rights, or alleging any adverse right, title or interest with respect thereto; (iiiviii) alleging that the practice Licensor is not aware of any Licensed Patent Rights or the making, using, offering to sell, sale or importation of any Licensed Product does or would infringe, misappropriate or otherwise violate any Patent Rights, trade secret or other intellectual property rights of any Third Party; or (iv) that challenges, or would have the effect of preventing, delaying, making illegal or otherwise interfering with this Agreement; (j) Licensor has no knowledge of any factual, legal or other reasonable basis for any litigation, claim, investigation or proceeding described in Section 9.2(i) and has not received any written, oral or other notice of any litigation, claim, investigation or proceeding described in Section 9.2(i); (k) Licensor has not brought or threatened any claim against any Third Party alleging infringement of any Licensed Patent Rights, nor is any Third Party infringing or (to Licensor’s knowledge) preparing or threatening to infringe any patent, or practicing any claim of any patent application, included as a Licensed Patent Right; (l) Each of the Patent Rights Agreements is by any third party and will remain the Patent Rights have not been subject to any challenge or opposition by a third party, (ix) Licensor has prior to the Effective Date compensated any inventor of any invention claimed in full force and effect and does and will constitute the legal, valid and binding obligation of each of the parties thereto, enforceable against each of them Patent Rights in accordance with its termsown policies and applicable law and Licensor will remain liable for any future compensation which may become due to such inventors after the Effective Date. None For clarity the Licensor is not warranting that a third party has not independently developed intellectual property which could be covered by a Valid Claim of the Patent Rights Agreements will be revoked, modified or waived in any way without the express prior written consent of Aurion in each instance. Licensor has provided true and complete copies of the Patent Rights Agreements; (m) The recitals to this Agreement are accurate; (n) Licensor irrevocably consents to the license of the Licensed Patent Rights to Aurion pursuant to this Agreement and to the other terms and conditions of this Agreement and the agreements referenced herein; and (o) Licensor has been in compliance with each law that is or was applicable to the ownership or license of the Licensed Patent Rights. To Licensor’s knowledge, no event has occurred or circumstance exits that (with or without notice or lapse of time) could constitute or result in a violation by Licensor of, or a failure on the part of Licensor to comply with any Applicable Law or could give rise to any obligation on the party of Licensor to undertake, or to bear all or any portion of the cost of, any remedial action ofay nature. Licensor has not received any notion or communication from any Person regarding any actual, alleged, possible or potential violation of, or failure to materially comply, with any Law or actual alleged possible or potential obligation on the part of Licensor to undertake, or to bear all or any portion of the cost of, a remedial action any nature.